JUDGMENT S. M. Modak, J. - The only issue arisen in this Interim Application is whether the 'Family Arrangement' will prevail over the provisions of Companies Act, 2013 and the statutory documents. The Plaintiff No.1 / Applicant No.1 contended that he has got a protection to hold the post of a director in Defendant No.4 Company, whereas Defendant Nos.1 to 4 contend that he can be removed from the post as per the provisions of the said Act. The issue has arisen on the background of his removal from the post as per the resolution dated 27th May 2023 passed by Defendant No.4. In fact, this happened when Commercial Intellectual Property Suit No.177 of 2023 was pending. 2. This was a suit filed by Defendant No.4 - Company against present two Plaintiffs and their Company by name Absolink Enterprises Pvt. Ltd. It was a suit for taking action for the acts committed by the present Plaintiff's through their Company for selling their products under the trade name of Defendant No.4. There was ex-parte injunction granted on 5th April 2023 and it was vacated on 3rd July 2023. The Plaintiffs grievance is removal of Plaintiff No.1 from the post of director by taking disadvantage of the situation created as per the order dated 5th April 2023. Present Suit 3. That is why the present suit for declaration about 'Family Arrangement', mandatory and prohibitory injunction and other reliefs is filed. As such, the main relief is sought by Plaintiff No.1, whereas reliefs sought by him and his son Plaintiff No.2 are in the form of their reinstatement with Defendant No.4. No doubt, it is true that as per the law which exists today, a director cannot claim any protection dehors the provisions of Company Act, 2013. No doubt, if the Company is run as family business concern, there are certain equities which can be claimed by the members of the family who are the directors. After considering the submissions and going through the documents and the interpretation of the judgments, I am of the considered opinion that Plaintiff No.1 is entitled for ad-interim relief in terms of prayer clause (a) of the Application . Though not both the Plaintiff's on the basis of their claim about employment with Defendant No.4. I will give reasons for the said decision hereinafter. 4. Though not both the Plaintiff's on the basis of their claim about employment with Defendant No.4. I will give reasons for the said decision hereinafter. 4. On this background, I have heard learned Senior Advocate Mr.Dhond for Plaintiffs and Mr.Andhyarujina, for Defendant No.4, Mr.Tamboly for Defendant Nos.1 to 3 and Mr.Arpit Solanki for Defendant Nos.11, 16 and 17. Law on Family arrangement 5. It is true that in case of Kale and Others v/s. Deputy Director of Consolidation and Others, (1976) 3 Supreme Court Cases 119 (relied upon by Mr.Dhond), the Hon'ble Supreme Court has dealt with the issue of consideration of 'Family Arrangement' in a matter involving the land dispute. It stands on higher pedestal than any other agreement. Ultimately, the purpose of such arrangement is to resolve the dispute and to bring peace and harmony in the family. No doubt, it is true that there was no occasion for Hon'ble Supreme Court to deal with the provisions of 2013 Act. 6. Whereas, in case of Dinesh Gupta and Others v/s. Rajesh Gupta & Others, 2018 SCC OnLine Del 12387,High Court of Delhi has recognised the family settlement and deprecated the conduct of the party who on one hand violated the terms of family settlement, whereas on the other hand, took benefits from few of the terms of 'Family Arrangement'. 7. Whereas, in case of Invesco Developing Markets Fund, through the Constituted Attorney and Another v/s. Zee Entertainment Enterprises Limited and Another, 2022 SCC OnLine Bom 630 (relied upon by MrAndhyarujina) there was an issue of calling extraordinary general meeting by the shareholders. While upholding the rights of shareholder to call a meeting, Division Bench has recognized the principle of corporate democracy. At the same time, it is true that the shareholder was not a member of the family and Division Bench has not considered the provisions of 2013 Act vis-a-vis the principles of 'Family Arrangement'. 8. During arguments, Learned Senior Advocate Mr.Andhyarujina tried to convince me that when the director is removed from the post by following the procedure laid down as per the Companies Act, Court cannot interfere in the said decision. I am not impressed by this argument, because the stage at which the power of removal of Plaintiff No.1 is exercised is unjustified. The Defendant Nos.1 to 3 have exercised the power when the Infringement Suit is pending for consideration of Interim Application. I am not impressed by this argument, because the stage at which the power of removal of Plaintiff No.1 is exercised is unjustified. The Defendant Nos.1 to 3 have exercised the power when the Infringement Suit is pending for consideration of Interim Application. No doubt, it is true that the reliefs claimed in that Suit and in present Suit are different but the background for filing of the Suits is more or less same. The foundational facts for Infringement Suit are nothing but the acts of infringement of the trademark of Defendant No.4 by the Plaintiff's through their Company. Whereas, the act of removal is also based on the acts of the Plaintiff No.1, thereby breaching the fiduciary relationship with Defendant No.4. The stage at which power of removal is exercised is unwarranted. I am not at all opining that the directors have no right to remove another director. But the stage at which this power is exercised cannot be overlooked by the Court while considering equitable relief. 9. Even, Learned Advocate Shri.Tamboly for Defendant Nos.1 to 3 tried to convince me that when there is a conflict in between law and equity, it is the provisions of law which needs to be upheld. He also relied upon two judgments. They are in case of :-- a. Laxminarayan R. Bhattad and Others v/s. State of Maharashtra and Another, (2003) 5 Supreme Court Cases 413. b. B. Premanand & Others v/s. Mohan Koikal & Others, Civil Appeal No.2684 of 2007 : 16th March, 2011 : Supreme Court of India. It is important to note that when Court is exercising equitable jurisdiction, the compliance of legal provisions needs to be looked into on the background of equity only. No doubt, a person who is claiming equity needs to respect the rights of rival side also. But ultimately, the Court cannot overlook the background in which recourse to provisions of law is taken. Hence, I am not accepting his contention. Judgments cited by both Sides on this issue 10. Both the learned Senior Advocates relied upon various judgments dealing with the similar controversy and also dealing with the controversy involving non-family members. There are few judgments wherein the Courts have refused to accept the agreements for the reason that the Company is not a party to that agreement. Judgments cited by both Sides on this issue 10. Both the learned Senior Advocates relied upon various judgments dealing with the similar controversy and also dealing with the controversy involving non-family members. There are few judgments wherein the Courts have refused to accept the agreements for the reason that the Company is not a party to that agreement. On some occasions, Court refused to grant a relief because Articles of Association were not amended on the basis of terms of those agreements. In certain cases, reliefs were not granted because the terms of the agreements were inconsistent with the provisions of Company law and statutory documents. 11. However, it is important to note that any conclusion is ultimately on the basis of the peculiar facts of that case. No doubt, broad principles laid down therein needs to be considered but those principles need to be followed by considering facts of present case. To give an illustration, in case of V. B. Rangaraj v/s. V. B. Gopalakrishnan and Others, (1992) 1 Supreme Court Cases 160 the Hon'ble Supreme Court refused to accept the Karar in between family members / shareholders about transfer of shares. The restriction to transfer shares to member of branch of family was considered as an additional restriction which was not there in the Articles of Association. Hence, Court refused to accept it. Whereas, in case of M. S. Madhusoodhanan and Another v/s. Kerala Kaumudi (P) Ltd. and Others, (2004) 9 Supreme Court Cases 204 there were agreements between members of the family about division of business amongst brothers. It was also given effect. However, some of the members convened extraordinary general meeting. This resolution was held invalid as notice of meeting was not served upon them. So also, when particular members have acted on the terms of the agreement, they cannot disown remaining other terms. So, Court has recognized the said agreement. The observations in case of Rangaraj (supra) and S. P. Jain v/s. Kalinga Tubes Ltd., (1965) 2 SCR 720 were differentiated. 12. I will note down those judgments and will not go into the facts of those judgments. The judgments relied upon by Mr. Dhond are as follows :- a. Vodafone International Holdings BV v/s. Union of India and Another, (2012) 6 Supreme Court Cases 613. b. Nafan B.V. V/s. SAF Yeast Company Pvt. Ltd., 2015 SCC OnLine Bom 6553. 12. I will note down those judgments and will not go into the facts of those judgments. The judgments relied upon by Mr. Dhond are as follows :- a. Vodafone International Holdings BV v/s. Union of India and Another, (2012) 6 Supreme Court Cases 613. b. Nafan B.V. V/s. SAF Yeast Company Pvt. Ltd., 2015 SCC OnLine Bom 6553. c. Premier Hockey Development Private Ltd. V/s. Indian Hockey Federation, 2011 SCC OnLine Del 2621. d. Bijay Kumar Kajaria & Ors. V/s. Kajaria Yarns and Twines Ltd. & Ors., 2010 SCC OnLine Cal 1. 13. Whereas, Mr.Andhyarujina relied upon following judgments :- a. V. B. Rangaraj v/s. V. B. Gopalakrishnan and Others (supra) b. S. P. Jain v/s. Kalinga Tubes Ltd. (supra) c. HTA Employees Union (Regd.) v/s. Hindustan Thompson Associates Ltd. & Ors., 2013 SCC OnLine Del 3000. d. World Phone India Pvt. Ltd. & Ors. v/s. WPI Group Inc.,USA, 2013 SCC OnLine Del 1098. 14. There was much emphasis by Mr.Dhond on the observations in case of Vodafone (supra) and specifically Para No.262. It was observed that 'we do not subscribe to the observations' (restrictions as per shareholders agreement will be enforceable only when they are incorporated in Articles of Agreement) in case of Rangaraj (supra). Whereas, as per the contention of Mr.Andhyarujina, the observations in Para No. 262 cannot be said to be observations of the majority. To buttress his submissions, he relied upon the observations in case of HTA Employees Union (supra). Instead of going into the said issue, what is important is in present matter, Defendant No.4 - Company is a part to the MoU. So, whether the Articles are amended or not is not material. The principles culled out from these judgments 15. They are as follows :- (a) Where there is oral arrangement or written arrangement. (b) We may call it by various names including Karar / Memorandum of Understanding / Joint Venture Agreement. (c) Who are the parties to such agreement. That is to say :- (i) Whether it is agreement in between plainly shareholders ; (ii) Whether it is an agreement in between shareholders on one hand and company on the other hand ; (iii) Whether it is an agreement in between shareholders and an outsider. Family Arrangement 16. Now, I will give reasons for my finding about existence of 'Family Arrangement'. Family Arrangement 16. Now, I will give reasons for my finding about existence of 'Family Arrangement'. It will be relevant to see the averments in the Plaint and Interim Application. In nutshell, Plaintiff relied broadly upon following events :- a. Origin of the business and events up to their joining as directors ; b. Events that took place after their joining ; c. Execution of MoU and events took place thereafter. 17. The business of Defendant No.4 - Company dates back to the year 1911. The business was started by the forefathers of the Plaintiff's and Defendant Nos.1 to 3. It was on a partnership basis and they started the business at Tardeo-Mumbai. The business is of manufacturing, trading dealing in metals and household kitchen wares. It was started by following persons :- (i) Gokaldas (ii) Vithaldas (iii) Amichand 18. In they year 1948, the business was converted into a private limited company. All theses facts are pleaded in the Plaint. There are pleadings as to how the business grew and how it expanded. There are pleadings as to how there was distribution of various divisions of the business amongst the members. There are pleadings as to how the Company acquired immovable property. 19. Earlier to the formation of the Company, there was a dispute about succession to the share of Gokuldas. Even Suit was filed in this Court and Court Receiver was appointed. Jagmohandas (predecessor in title of Plaintiffs and Defendant No.8 and Defendant No.9) and Rameshchandra (predecessor in title of Defendant No.1 to Defendant No.3) were minor at that time and their mother Mangubai was there. In the Memorandum of Association of the Company, there is a reference of two agreements and it was the basis for the formation of the Company. 20. After the death of Jagmohandas and Ramchandra, slowly one after another, Plaintiff No.1, Defendant No.1, 3, Sanjeev (Father of Defendant No.2), Defendant No.8 and Defendant No.9 have become directors of the Company. After the death of Sanjeev, Defendant No.2 became the director of the Company. Various subsidiary companies were also formed. Even though there was a provision incorporated about removal of directors, the founder directors were to hold the Office till their resignation, death or disqualification. Mean to say that they were not liable to retire by rotation. After the death of Sanjeev, Defendant No.2 became the director of the Company. Various subsidiary companies were also formed. Even though there was a provision incorporated about removal of directors, the founder directors were to hold the Office till their resignation, death or disqualification. Mean to say that they were not liable to retire by rotation. The founder directors were :- (i) Vithaldas Hakamchand; (ii) Bai Mangubai (widow of Gokaldas); (iii) Bai Hirabai (wife of Vithaldas); 21. Even, the present directors have continue to remain on the Board of Directors. They got elected after their retirement. These events not only indicate that the business of Defendant No.4 - Company was a joint business but it was carried on by applying the principles of partnership. On this background, it would be material to see the circumstances under which Memorandum of Understanding was executed. Execution of MoU on 3rd September 2010 22. Defendant Nos.8 and 9 for some reason or other were not willing to continue as a director of Defendant No.4 -Company. So, mutually all of them decided that they should resign from the post of directors of Defendant No.4 - Company and other companies. There were in all 12 parties to the said MoU. It includes the natural persons as well as artificial person in the form of Defendant No.4 and other companies. The outgoing directors were included in Part First. Whereas, Defendant No.4 was the Sixth Part and the Plaintiff No.1, Defendant Nos.1 and 3 and the deceased father Sanjiv of Defendant No.2 were included in the Fifth Part. According to Mr. Dhond, the recitals and terms of this MoU also indicates that there was 'Family Arrangement'. He invited my attention to the following recital :- Clause No./recital 8 reads thus :- '8. According to Mr. Dhond, the recitals and terms of this MoU also indicates that there was 'Family Arrangement'. He invited my attention to the following recital :- Clause No./recital 8 reads thus :- '8. Consequent upon such settlements, the Parties have arrived at a family settlement and have in pursuance thereof agreed to reconstitute and reorganize their financial and commercial affairs, whereby the Party of the First Part along with the members of their respective branches have agreed to sever all their interest, holdings, association and connection in the Parties of the Sixth to Eleventh Parts, and the Party of the Fifth Part has agreed to take over all the said parties of the First and the Fifth Parts and the Companies and entities hithertofore held and controlled by them, have agreed to take over the same, on the understanding, terms, conditions and covenants mutually agreed. The Parties hereto are desirous of recording the said family Arrangement as hereinafter appearing. Each of the parties hereto agree and declare that he/she is entering into this Memorandum of Undertaking recording the arrangement on his/her own behalf, on behalf of his respective family members and each of the parties hereto represents to the others that he/she has the authority from his family members to enter into and execute on their behalf this Memorandum of Undertaking. Accordingly, the arrangement arrived at as recorded herein is binding also on the other family members, their heirs, executors and administrators.' Whereas, Clause No.5 reads thus :- '5. The Party of the First Part and the members of their respective families shall transfer their complete shareholding in the Parties of the Sixth to Eleventh Parts and shall resign as Directors therein, so as to ensure full management and control thereof and each of them by the Party of the Fifth Part. The transfer of shares shall be made as per particulars set out in Annexure 8' hereto.' According to Mr.Dhond, the terminology 'so as to ensure full management and control thereof and each of them by the Party of Fifth Part' indicates that the continuing directors will be in full management and control of the respective companies. Whereas, according to Mr.Andhyarujina and Mr.Tamboly, this MoU was executed just because Defendant Nos.8 and 9 intend to resign as directors and it nowhere indicates any 'Family Arrangement'. Whereas, according to Mr.Andhyarujina and Mr.Tamboly, this MoU was executed just because Defendant Nos.8 and 9 intend to resign as directors and it nowhere indicates any 'Family Arrangement'. Mr.Dhond invited my attention to the terms of 'Family Arrangement' which were implemented and the events which have taken place thereafter :- (a) An attempt was made to see that branch of Jagmohandas will get 25% in share holding (they got 25.98%) (b) Branch of Rameshchandra consisting of three sub groups will get a percentage in that proportion (they got 72.59%) (c) Alco Metal Extrusions Limited, Rameshchandra Limited and Metal Rolling Works Limited were merged with Defendant No.4 - Company to a single entity to be run as a quasi partnership basis. (d) Defendant No.7 was formed in or around 2011 and Plaintiff No.1, Defendant No.1, Defendant No.3 and deceased brother Sanjiv were made as partners. It is for the purpose of developing Tardev property. (e) Plaintiff No.2 son of Plaintiff No.1 was made as a project Manager. Even the sons of the directors were given representation in the business of Company and they were given periodical increment. (Plaintiff No.2 claims that subsequently he was not given increment). (f) The business of Defendant No.4 - Company was distributed in following manner :- (i) Defendant No.1 and his son used to look after Metal rolling and rod division ; (ii) Defendant Nos.1 and 3 and their sons used to look after Elite Cookware ; (iii) Sanjiv till his demise used to look after trading business ; (iv) Plaintiff's used to look after export alluminium and alluminium retail shop ; (v) Office of Defendant No.4 at Tardev was used as Office for other companies also and the employees used to provide services to all the companies ; 23. There are certain instances quoted to show the efforts taken by the Plaintiffs in expanding the business of Defendant No.4 and certain instances are quoted to show malafide intention of Defendant Nos.1 and 3. They are as follows :- (a) The division run by the Plaintiff No.1 was a profit making division and advances are given to other divisions and even the salaries of the employees were borne of the profits earned by that division. (b) The Metal rolling and rod division of Defendant No.4 was doing business in cash to avoid statutory liabilities and in order to siphon the monies. (b) The Metal rolling and rod division of Defendant No.4 was doing business in cash to avoid statutory liabilities and in order to siphon the monies. (c) There are Whats-app messages exchanged in between the Plaintiff No.1 on one hand and Defendant Nos.1 and 3 on the other hand. (d) One cash-book was maintained showing the cash withdrawals by these directors. It indicates a huge withdrawal by Defendant Nos.1 and 3. (e) Defendant No.2 who has started the business of agricultural and forestry products under different brand names utilized all the resources of the Company. Even she withdrew the huge amount from Defendant No.7. 24. It is submitted by Mr.Dhond that considering the acts of Defendant Nos.1 to 3 in conflict with interest of Defendant No.4, the Plaintiff's have decided to exit from the business and accordingly, valuer was appointed in October-2022. He also prepared a report and it was shared with Defendant Nos.1 to 3 in last week of March-2023. After noticing the valuation, Defendant Nos.1 to 3 have realized that they may be required to pay huge amount to the Plaintiff No.1, they have resiled from the process of settlement and then, they have chosen a different path so as to deny the legal rights of the Plaintiff No.1. 25. It is true that the Company has not disputed about the family business. And even not disputed about execution of MoU. In the affidavit in reply filed by Defendant No.4, they have adopted the pleadings in Intellectual Properties Suit. Whereas, in Intellectual Properties Suit, present Defendant No.4 who is the Plaintiff have admitted about MoU but objected about its relevancy. So, on the basis of these circumstances, we can certainly infer that the business is a family business. It is also a fact that earlier it was run on partnership basis and in the year 1948, the firm was converted into a Limited Company. There are various subsidiary companies of Defendant No.4, who is the parent Company. There are also instances wherein after the death of a director, his heir was made as a director. If we see the transfer of shares after exiting by Defendant No.8 and Defendant No.9, every member from broadly two groups gets at least 17% shareholding. Even the services of employees of Defendant No.4 were availed for the working of other subsidiary companies. If we see the transfer of shares after exiting by Defendant No.8 and Defendant No.9, every member from broadly two groups gets at least 17% shareholding. Even the services of employees of Defendant No.4 were availed for the working of other subsidiary companies. So, it indicates that every branch gets representation in the functioning of the Company. 26. During hearing of the arguments, two principles have evolved :- a. It is in respect of the terms of 'Family Arrangement' whether in consonance with the provisions of Company Act and statutory documents and what will be the effect of provisions of Section 6 of 2013 Act. b. Second principle is whether the Articles of Association are really amended so as to bring them in tune with the provisions of 'Family Arrangement'. Amendment to Articles 27. When we apply the principles enunciated above to the facts before us, we may find that case of the Plaintiff is about 'Family Arrangement' on the basis of various events and conduct of the parties and as recorded in the MoU. It is a matter of record that Defendant No.4 was a party to the said MoU. I do not think that merely because non shareholders of the Company are party to that MoU and it deals with various subjects as contended by Mr.Andhyarujina, it cannot be acted upon. In earlier part of the order, I have narrated those events and contents of MoU on the basis of which, it can be said that there was a 'Family Arrangement' thereby giving protection to Plaintiff No.1. I do not think that merely because Article of Association is not amended, the 'Family Arrangement' cannot be implemented. Because the Company is a party to it. Provisions of Section 6 of Companies Act 28. It is important to consider whether the 'Family Arrangement' is inconsistent with Company law, Memorandum or Articles of Association, as laid down in Section 6 of 2013 Act. Much emphasis is laid by Mr.Andhyarujina on the provisions of Section 6 of 2013 Act. He also laid emphasis that Articles of Association were not amended. Section 6 reads thus :- '6. Act to override memorandum, articles, etc. Much emphasis is laid by Mr.Andhyarujina on the provisions of Section 6 of 2013 Act. He also laid emphasis that Articles of Association were not amended. Section 6 reads thus :- '6. Act to override memorandum, articles, etc. Save as otherwise expressly provided in this Act- (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and (b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.' According to Mr.Dhond, first of all, there is nothing inconsistent in the 'Family Arrangement' and second, Defendant No.4 is also party to MoU. As said above, when two things cannot stand together, there is inconsistency. The facts narrated in earlier part of this order do suggest that the business of Defendant No.4 - Company was a family business. The 'Family Arrangement' was given predominance. The first directors were the lifetime directors. After the death of Gokaldas, his two sons Jagmohandas and Rameshchandra became directors. And after their death, their sons became directors. So, care was taken to give representations to every branch. It was followed for years. If it is so, then Plaintiff No.1 also certainly gets protection. But, this does not mean that if he commits any act contrary to the Act and statutory documents, still he gets protection. From the above discussion, I find that the 'Family Arrangement' is not repugnant to the provisions of the Company Act, the Articles or Memorandum. The MoU of 2010 reinforces this position. And parties have also acted upon the terms of MoU. Filing of I. P. Suit 29. On this background, it will be material to consider the filing of a Commercial Intellectual Property Suit by Defendant No.4-Company against the present Plaintiff's and their Company Absolink Enterprises Private Limited. The present Plaintiffs used to sell their products in the brand name Queen - a trade mark owned by Defendant No.4 - Company. Filing of I. P. Suit 29. On this background, it will be material to consider the filing of a Commercial Intellectual Property Suit by Defendant No.4-Company against the present Plaintiff's and their Company Absolink Enterprises Private Limited. The present Plaintiffs used to sell their products in the brand name Queen - a trade mark owned by Defendant No.4 - Company. According to Mr.Dhond, the facts complained by the Defendant No.4 in trademark Suit were within the knowledge of Defendant Nos.1 to 3. Mr.Dhond invited my attention to the following two orders passed in that Suit :- (a) Order dated 5th April, 2022 (Coram : Chagla, J.) thereby granting interim reliefs against present Plaintiffs and their Company ; AND (B) Order dated 3rd July, 2023 thereby vacating the ex-parte order passed. 30. Both the learned Senior Advocates have emphasized on the observations made in both these orders. After reading them, we may find that the submissions made while granting ex-parte order were accepted and ex-parte injunction was granted. However, Defendants in that Suit appeared and pointed out to the Court that the allegations made in that Suit about running a competitive business were already known to Defendant No.4. That is why, learned Single Judge of this Court has vacated the ex-parte order. The issue does not end there. 31. The contention of Mr.Dhond is, when ex-parte order was in force, it was misused by Defendant Nos.1 to 3 to oust Plaintiff No.1 and his son from the business of Defendant No.4. Number of contentions were raised by Mr.Dhond about acquiescence on the part of Defendant Nos.1 to 3, that is to say, having knowledge about business run in the name of Absolink, not taking action for these years and taking action only when Defendant Nos.1 to 3 have realized that they are required to part away huge amount if Plaintiff No.1 will exit from the business. So, according to him, on one hand, they were successful in obtaining ex-parte order and on the other hand, they were successful in removing the Plaintiff No.1 from the post of director. According to him, the Intellectual Property Suit could have been filed earlier also, but they were having ill-intention to remove the Plaintiff No.1 from the post of director and for that purpose, firstly they filed Intellectual Property Suit. Mr.Dhond submitted that the remedies availed by the Defendant No.4 are not at all justified. According to him, the Intellectual Property Suit could have been filed earlier also, but they were having ill-intention to remove the Plaintiff No.1 from the post of director and for that purpose, firstly they filed Intellectual Property Suit. Mr.Dhond submitted that the remedies availed by the Defendant No.4 are not at all justified. So to say that on one hand, they sought ex-parte injunction and on the other hand, they have taken recourse to the provisions of Companies Act. According to him, Defendant No.4 ought to have waited till that Interim Application was decided. On the point of conduct in choosing two forums, he relied upon the observations of judgment in case of Bijay Kumar Kajaria & Ors. V/s. Kajaria Yarns and Twines Ltd. & Ors. (supra). Whereas, according to Mr.Andhyarujina, Defendant No.4 came to know about infringement of the trademark when they have taken search in the portal and they realized that the Plaintiffs have sold Defendant No.4 products as if they are their products. According to him, still Interim Application is pending. He also justified the action of removal of Plaintiff No.1 from the post of director. According to him, if proper procedure is followed for removal of director, it cannot be interfered with by the Court. 32. On this background, it will be relevant to consider the allegation about improper exercise of the power to remove Plaintiff as a director. Removal of Directors 33. According to Mr.Dhond. removal of his client Plaintiff No.1 from the post :- a. is not at all warranted and absolutely unjustified when the I.P. Suit is pending. b. proper procedure is not followed as contemplated under Article 145 of Articles of Association about passing of special resolution. Whereas. according to Mr. Jagtiani :- a. The provisions of subsection 9 of Section 5 of Companies Act. will be applicable. b. if there are Articles in existence as per the old Act. there are protected. c. Hence. accordingly the provisions of Article 145 will be applicable and not section 169 of the said Act. d. He relied upon the provisions of Section 86 G of Companies Act, 1913. According to Mr.Andhyarujina, if proper procedure is followed for removal of director, it cannot be interfered with by the Court. He made following submissions :- a. The procedure under Section 169 of the Companies Act will be applicable. d. He relied upon the provisions of Section 86 G of Companies Act, 1913. According to Mr.Andhyarujina, if proper procedure is followed for removal of director, it cannot be interfered with by the Court. He made following submissions :- a. The procedure under Section 169 of the Companies Act will be applicable. b. According to him, provisions of Section 7 of the said Act gives overriding effect to any other inconsistent provisions. c. In view of the same, the provisions of Section 169 of the said Act will be applicable. It says about passing of ordinary resolution. And it is passed. He relied upon following judgments :- (a) Khetan Industries Pvt. Ltd. and Others v/s. Manju Ravindrapasad Khetan, 1995(1) Mh. L .J. 645. (b) Suresh Chandra Marwaha v/s. Messrs Lauls Private Limited, N.I.T., Faridabad and Others, 1972 SCC OnLine P&H 261. (c) Mr. Tarlok Chand Khanna & Another v/s. Mr. Raj Kumar Kapoor & Others, 1981 SCC OnLine Del 3. (d) Life Insurance Corporation of India v/s. Escorts Ltd. and Others, (1986) 1 Supreme Court Cases 264. 34. In case of Tata Consultancy Services Limited v/s. Cyrus Investments Private Limited and Others, (2021) 9 Supreme Court Cases 449 Hon'ble Supreme Court has demarcated a thin line of difference between well conceived plan and pre-mediated one amounting to oppressive conduct. So, if the directors themselves decide that a particular director may step down in pursuance of a plan, the said act cannot be considered as an act of oppression. 35. The issue of jurisdiction of City Civil Court to entertain a Suit for removal of directors was involved in case of Khetan Industries (supra). It was answered in the negative as it deals with internal management of the Company. This is not an issue involved before us. Whereas, in case of Suresh Chandra (supra), there was an action initiated by director under Sections 397 / 398. It was held that such action can only be taken by a director. If a director is removed by passing resolution of the Company as provided under Section 288 of the Act, then it can't be challenged. Whereas, in case of Tarlok Chand (supra), even if a director is a permanent director, he can be removed under Section 284 of the said Act. The only exceptions are directors appointed by the Central Government, directors appointed by Financial Institutions. Whereas, in case of Tarlok Chand (supra), even if a director is a permanent director, he can be removed under Section 284 of the said Act. The only exceptions are directors appointed by the Central Government, directors appointed by Financial Institutions. The resolution removing director was not held to be valid as notice of the meeting was not served on director sought to be removed. (Para 21). 36. Whereas, in case of Life Insurance Corporation of India (supra), LIC being one of the shareholders of Escorts Ltd., requisitioned meeting of the Company and one of the issues was whether LIC being instrumentality of the State is justified in not quoting the reasons for requisitioning the meeting. It was held that, it is not required. It was further held that, the reasons are not subject to judicial review. However, if the meeting is called by the Management, they are bound to disclose in an explanatory note all material facts relating to the proposed resolution. (Paras 95 and 100). 37. Prior to dealing with legal aspects, it will be material to consider what are the important events which lead to removal of Plaintiff No.1 from the post of director. There are two aspects :- (a) The resolution passed in the Board meeting And (b) The resolution passed in Extraordinary General Meeting. The following are the events which led to passing of resolution by the Board of Directors. They are as follows :-- (a) One of the directors, Paresh Shah as per his letter dated 13th April 2023 gave a requisition to the Board of Directors of Defendant No.4 - Company to convey board meeting on 21st April 2023. (b) Both the sides have also filed copy of agenda for the meeting to be held on 21st April 2023. It mentions about special notice received from Paresh (name struck off) and Dhiren Shah to remove Plaintiff No.1 - Sunil from the post of director of Bombay Conductors and Electricals Ltd. (And not from the post of director of Lallubhai Amichand Ltd.) (c) The venue of the meeting was changed as per notice dated 19th April 2023 (as Plaintiff No.1 was restrained as per ad-interim order dated 05th April 2023 from visiting the properties of the Company). (d) Plaintiff No.1 protested the action of removal vide his representation dated 20th April 2023. (d) Plaintiff No.1 protested the action of removal vide his representation dated 20th April 2023. (e) Plaintiff No.1 - Sunil attended the meeting, however, the Board passed a resolution to remove him from that post. (f) Extraordinary General meeting of members of Defendant No.4 - Company was organised on 15th May 2023. It was adjourned to 27th May 2023. There is a notice dated 16th May 2023. (g) Item No.1 deals with removal of Plaintiff No.1 by passing ordinary resolution. (h) Resolution was passed on 27th May 2023 thereby removing Plaintiff No.1 from the post of director of Defendant No.4 - Company. It was by ordinary resolution. 38. To support his submission about maintainability of the Suit, Mr.Dhond relied upon the observations in case of Hanuman Prasad Bagri and Others v/s. Bagress Cereals Pvt. Ltd. and Others, (2001) 4 Supreme Court Cases 420. When a director who is removed from the post and he filed winding up Petition of the Company, it was held that it is not maintainable. But, he can raise his grievances in a Suit.39. Mr.Dhond submitted that :- a. Article 145 of Articles of Association of the Company requires passing of Special Resolution, for removal of a director. Such director who is going to retire in rotation before expiration of his period of office. b. For appointing a fresh director. ordinary resolution is sufficient. c. He invited my attention to Section 114 of the Companies Act which deals with passing of :-- i. Ordinary And ii. Special resolution. Provisions of Companies Act & Articles 40. The provisions of Section 167 deals with 'vacation of office of director and clause (g) deals with :-- 'removal in pursuance of the provisions of the Act'. Whereas, the provisions of Section 169 of the Act deals with :-- 'removal of directors by the company by passing of ordinary resolution'. Article 144 (g) deals with vacation of the post of director :--'when he accepts any office or becomes a director in any business or Company carrying on a business similar to that of his Company and in competition thereof.' Whereas Article 145 deals with :-- 'removal of director liable to retire by rotation by passing of special resolution'. In nutshell, both the provisions of the Act and Articles are more or less similar except procedure about passing of ordinary / special resolution. Inconsistency 41. In nutshell, both the provisions of the Act and Articles are more or less similar except procedure about passing of ordinary / special resolution. Inconsistency 41. By way of reply, Mr.Dhond submitted that the provisions of Section 6 of the said Act will be applicable only when the provisions of the Act and of Articles are inconsistent with each other and not otherwise. According to him, if Articles laid down a guideline which is higher than the guideline laid down under the Act, there is no inconsistency. 42. Even, I am not impressed by the arguments of Mr. Andhyarujina to the effect that the provisions of Section 6 of the Companies Act will be applicable. It is true that as per Section 6, the provisions of Companies Act is given predominance over Memorandum, Articles, any Agreement or Resolution. This provision will come into picture only when both the provisions are inconsistent i.e. in conflict with each other. On this background, when we consider the provisions of Section 169 of the Companies Act on one hand and the provisions of Article 145 of the Articles, they are not inconsistent with each other. What is the inconsistency, if two things / provisions cannot stand at the same time, both are inconsistent with each other. Section 169 and Article 145 contains the provision of removal by passing resolution. The only difference is about which resolution. If Companies Act provides for passing of special resolution and Articles provide for passing of ordinary resolution, then a director cannot be removed by passing an ordinary resolution. When Articles prescribe that special resolution is required, it means to say that additional precaution is required to be taken. So, there is no inconsistency. 43. For this view, I am fortified by the observations in case of Amrit Kaur Puri vs. Kapoor Thala Flour and General Mills COP Ltd And Ors., 1982 SCC Online P&H 518. There was an issue about quorum for meeting of board of directors. Section 287(2) of the Companies Act 1956 says that the quorum should be 1/3rd of the total strength. Whereas Article 79 of the Article provided for not less than 4 and not more than 9. It was held that if Articles provide for higher quorum, there is no repugnancy. (Para 23). 44. Section 287(2) of the Companies Act 1956 says that the quorum should be 1/3rd of the total strength. Whereas Article 79 of the Article provided for not less than 4 and not more than 9. It was held that if Articles provide for higher quorum, there is no repugnancy. (Para 23). 44. Considering the above facts, I do not think that Article 145 will be inconsistent with the provision of Section 169. Mr. Dhond emphasized that merely because there was a quorum in the meeting which is required for passing special resolution will not cure the defect. Because according to him, if special resolution is to be passed, it has to be mentioned in the notice requisitioning the meeting. This is what is stated in the provisions of Clauses (a) and (b) of Sub-Section 2 of Section 114 of 2013 Act. 45. If Plaintiff No.1 is removed by passing an ordinary resolution in the meeting of a Company, it cannot be said to be as per Article 145. If it is so, the removal cannot be said to be valid in the eyes of law. Lack of pleadings 46. Admittedly, in this case, the Company has passed an ordinary resolution on 27th May 2023. Mr.Andhyarujina objected for taking this plea during arguments if it is not pleaded anywhere. Whereas, Mr.Jagtiani submitted that this plea is taken on the basis of available documents and it only deals with whether the acts were committed in pursuance of Articles or not. He also submitted that the claim should not be defeated by reason of technicality. 47. It is true that pleading has its own significance. Because, it gives an opportunity to rival side to deal with it and even Court comes to know the nature of case. However, I feel that exception can be made while dealing with this contingency. Because, all the documents are on record and Company is fully aware about the provisions of Articles and of the Company law. Hence, I have entertained it. 48. I am not impressed by argument of Mr.Jagtiani. Section 5 of 2013 Act deals with the contents of Articles of Association and how it may contain the provisions for strict compliance (entrenchment) while altering the Articles. So, what Sub-section 9 says is about non-application of this Section to Articles of the Company registered under the Company law. 48. I am not impressed by argument of Mr.Jagtiani. Section 5 of 2013 Act deals with the contents of Articles of Association and how it may contain the provisions for strict compliance (entrenchment) while altering the Articles. So, what Sub-section 9 says is about non-application of this Section to Articles of the Company registered under the Company law. It is subject to amendment made under this Act. This subsection nowhere says that the provisions of Articles under the old Act will govern the field. It only says that if the Articles under the old Act are to be altered, the procedure laid down in Section 5 will not be applicable. Other circumstances 49. There are many instances quoted as to how Plaintiff No.1 was denied access when he intended to exercise his right as a director. It was also argued by Mr.Andhyarujina that his client has never denied any right to Plaintiff No.1 as a shareholder. Once Plaintiff No.1 is removed from the post of director, the acts of Defendant No.1 to Defendant No.3 can only be described as acts done while implementing the decision. 50. I am not going into further details. So also, Mr.Andhyarujina invited my attention to various Whats-app messages wherein Plaintiff No.1 himself has come forward to sell the premises wherein Export Division was functioning. An attempt is also made by Mr.Dhond to show me a cash-book showing withdrawal of amount in lakhs of rupees by other directors. I have not dealt with these aspects as I am satisfied that a case of interim mandatory injunction is made out for the reasons stated hereinabove. All these instances only shows the intention of parties. These instances have taken place when there was a cordial relationship and had happened when they have started the process of separation and have happened once Plaintiff No.1 was removed without following the procedure of law. It is true that the background for instituting the Infringement Suit is the act of selling the products by Plaintiff No.1 and Plaintiff No.2 through Absolink Private Limited. 51. It is also true that the subject matter of this Suit is enforcing the 'Family Arrangement' and challenge to legality of removal resolution. So, nature of reliefs sought in both the Suits are different even though few of the facts are similar. 52. 51. It is also true that the subject matter of this Suit is enforcing the 'Family Arrangement' and challenge to legality of removal resolution. So, nature of reliefs sought in both the Suits are different even though few of the facts are similar. 52. In this case, in fact, the facts suggest that valuer was appointed and he has also submitted a report. It means, the parties / directors were thinking on the line of separation. Instead of proceeding in that direction, Defendant No.4 has taken recourse to filing of a Suit for infringement of trademark. The alleged acts of Plaintiff were committed since 2015 to the knowledge of Defendant No.1 to Defendant No.3 (as observed by Chagla J.). Even without waiting for the decision therein, Plaintiff No.1 was removed from the post. This act cannot be said to be in the interest of Defendant No.4 but certainly prejudicial to Plaintiff No.1. 53. When the impugned Resolution (Page 576 Volume- III) is perused, we may find that he was removed on the ground of running competing business and also for non performance of the fiduciary duties and issues concerning transparency and integrity. This is the ground recognized in Clause (g) of Article 144. The issue is, when the foundational facts for these grounds are the matter of inquiry in a trademark infringement Suit, whether it was proper for the Defendant No.4 through Defendant Nos.1 to 3 to remove Plaintiff No.1. The answer will certainly be in negative. Grant of interim mandatory injunction 54. Both of them vehemently argued for granting the relief and refusing the relief at this stage. Both of them relied upon various citations. Learned Senior Advocate Mr.Dhond relied upon following citations:- (a) Samir Narain Bhojwani V/s. Aurora Properties and Investments and Another, (2018) 17 Supreme Court Cases 203. (b) Hammad Ahmed V/s. Abdul Majeed and Others, (2019) 14 Supreme Court Cases 1. (c) Deoraj V/s. State of Maharashtra and Others, (2004) 4 Supreme Court Cases 697. (d) Champsey Bhimji & Co. V/s. Jamna Flour Mills Co. Ltd., 1914 SCC Online Bom 41. (e) Baban Narayan Landge v/s. Mahadu Bhikaji Tonchar and Others, 1989 Mh.L.J. 146. (f) Nandan Pictures Limited V/s. Art Pictures Ltd., AIR 1956 Cal 428 . 55. Whereas, learned Senior Advocate Mr.Andhyarujina relied upon following judgments :- (a) Samir Narain Bhojwani V/s. Aurora Properties and Investments and Another, (2018) 17 Supreme Court Cases 203. Ltd., 1914 SCC Online Bom 41. (e) Baban Narayan Landge v/s. Mahadu Bhikaji Tonchar and Others, 1989 Mh.L.J. 146. (f) Nandan Pictures Limited V/s. Art Pictures Ltd., AIR 1956 Cal 428 . 55. Whereas, learned Senior Advocate Mr.Andhyarujina relied upon following judgments :- (a) Samir Narain Bhojwani V/s. Aurora Properties and Investments and Another, (2018) 17 Supreme Court Cases 203. (b) Dorab Cawasji Warden V/s. Coomi Sorab Warden and Others, (1990) 2 Supreme Court Cases 117. (c) Deoraj V/s. State of Maharashtra and Others, (2004) 4 Supreme Court Cases 697. 56. If we read observations therein, we may find that in a given case, Court can certainly grant mandatory injunction at an interim stage. However, there is a caution, because, prohibitory injunction is in negative format, whereas, mandatory injunction is in a positive format. Once the trial is conducted, the Court has wide scope of scrutinizing the materials. However, at an interim stage, the inquiry is conducted on the basis of affidavit and documents. Both the learned Senior Advocates read over relevant observations from these judgments. On their conjoint reading, the principles can be culled out as follows :- a. Passing of mandatory injunction at an interim stage is justified only when the circumstances are clear and prima facie material clearly justifies a finding that a status quo has been altered by one of the parties to the litigation and interest of justice demanded that status quo ante by restoring by way of an interim order. b. If granting of relief is delayed till disposal of final petition, nothing would remain to be allowed as a relief. c. A strong prima facie case higher than normal prima facie case has to be made out to prevent irreparable injury not compensable in terms of money along with Balance of convenience. d. Power is not to be exercised unless Court feels that high degree of assurance that at the trial similar injunction would in all probabilities would be granted. Injunction which is in the form of equitable relief have to be adjusted in aid of equity and justice. So certainly interim mandatory injunction can be granted if the facts and circumstances justify. Conclusion 57. For the reasons stated above, I am inclined to grant interim mandatory injunction. The grant of mandatory injunction is an equitable relief and it is based on equitable principles. So certainly interim mandatory injunction can be granted if the facts and circumstances justify. Conclusion 57. For the reasons stated above, I am inclined to grant interim mandatory injunction. The grant of mandatory injunction is an equitable relief and it is based on equitable principles. If one of the litigants by taking shelter of law wants to defeat the equitable principles, Court cannot shut its eyes. Ultimately, the background in which the provisions of Section 169 of the Companies Act are invoked cannot be overlooked. Court cannot forget the fact that during the pendency of ad-interim relief in an Infringement Suit, the power to remove director was exercised and the urgency for Defendant No.1 to Defendant No.3 to exercise that power. I find no urgency. There cannot be any intention other than intention to defeat the legitimate claim of exercise of right by Plaintiff No.1. If such an unjustified act will be continued till further hearing, it will send a message that wrongdoers can be protected under the guise of law. It is also true that when Plaintiff No.1 is not a director, Defendant No.1 to Defendant No.3 will take certain decisions which will be detrimental to the interest of Plaintiff No.1. So case for interim mandatory injunction is made out. 58. From date of 27th May 2023, the Plaintiff's were not sitting idle. They have also brought to the notice of learned Judge seized of trademark Suit. However, he has chosen not to go into the said issue and has said 'no orders' on 6th July 2023. Status quo 59. It is no doubt true that normally, status-quo existing prior to filing of Suit is to be restored. In this Suit, there are various dates which are relevant. They are as follows :- (a) Ex parte order passed on 5th April 2023. (b) The services of Plaintiff No.1 and Plaintiff No.2 are terminated from 13th April 2023. (c) Plaintiff No.1 is removed from the post of director on 27th May 2023. (d) Ex parte order is vacated on 3rd July 2023. 60. Now, if the submission of Mr.Dhond is accepted that is to say, status-quo existing on 4th April, 2023 is restored, question is what will be the effect on acts done by contesting Defendants during the period when ex-parte order was in force. (d) Ex parte order is vacated on 3rd July 2023. 60. Now, if the submission of Mr.Dhond is accepted that is to say, status-quo existing on 4th April, 2023 is restored, question is what will be the effect on acts done by contesting Defendants during the period when ex-parte order was in force. There may be several acts done by them including an act of removal of Plaintiff No.1. We are only concerned with the act of removal. Because, the Court seized of trade mark Suit will deal with the acts done during that period. So, I do not think that status-quo as existing on 4 th April, 2023 can be considered. We can only consider the position existing from 3 rd July, 2023 that is the date when ex-parte order was vacated. Relief to Plaintiff No.2 61. It is true that services of Plaintiff No.2 were terminated as per letter dated 13th April 2023 and the services of Plaintiff No.1 as an Executive of Defendant No.4 were also terminated as per letter of the same date. (Page Nos. 517, 518). Plaintiff's have asked for their reinstatement by way of interim reliefs. I am not inclined to grant relief to Plaintiff No.2 -Shivang. He is not a director of Defendant No.4. He is neither a party to the MoU. Only Plaintiff No.1 can be granted ad-interim relief. 62. During arguments, Mr.Dhond has submitted that even if this Court grants ad-interim reliefs in terms of prayer Clause (a), there is no need to consider other interim reliefs. There are eight instances mentioned in prayer Clause (a) by which status-quo can be restored. Even if ad-interim relief is granted in the wordings of the opening lines of Paragraph (a), it will serve the purpose. It reads thus :- 'a) Pending hearing and final disposal of the Suit, this Hon'ble Court be pleased to direct Defendant Nos.1 to 7, to jointly and/or severally, in particular, restore status quo ante as prevailing on 4th April 2023.........' 63. Hence, with certain modification, following order is passed :- ORDER (i) Ad-interim relief is granted in terms of prayer Clause (a) as reproduced above in favour of Plaintiff No.1 - Sunil only as it was existing from 3rd July 2023 after passing of the said order in Interim Application (Lodging) No.8399 of 2023 in Commercial Intellectual Property Suit No. 177 of 2023. [S. M. MODAK, J.] 64. [S. M. MODAK, J.] 64. After pronouncing the order, learned Senior Advocate Shri.Andhyarujina virtually prayed for staying the order. Due to interrupting connection problem, he could not advance further arguments. Remaining arguments are canvassed by learned Advocate Ms.Maithili Parikh holding for Defendant No.4. 65. Learned Senior Advocate Shri.Jagtiani assisted by Mr.Cama opposed for stay. 66. It is true that Defendant No.4 needs to be given an opportunity to challenge this order. Hence, operation of this order will not be given effect to for two weeks from today subject to following conditions:- (i) Defendant Nos.1 to 4 not to deal with Bank Accounts except in case of urgency. They are at liberty to move the Court if situation otherwise demands ; (ii) They are also restrained from dealing with immovable properties of Defendant No.4 as described in the Plaint for two weeks.